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Form 4 WAL MART STORES INC For: Nov 24 Filed by: McMillon C Douglas

November 25, 2015 7:16 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
McMillon C Douglas
(Last) (First) (Middle)
702 S.W. 8TH STREET
(Street)
BENTONVILLE AR 72716-0215
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WAL MART STORES INC [ WMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/24/2015   M   15,660 (1) A $ 60.1585 688,220.058 D  
Common Stock 11/24/2015   D   15,660 (2) D $ 60.1585 672,560.058 (3) D  
Common Stock               1,598.6333 (4) I By 401(k)
Common Stock               5,194 I By Wife as UGMA Custodian for Children
Common               75,954 I By Trust for Children
Common               75,374 I By Wife's Trust for Children
Common               1,741 I By Trust for Wife
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 45.69 11/24/2015   M     15,660   (5) 01/04/2016 Common Stock 15,660 $ 0 0 D  
Explanation of Responses:
1. These shares were acquired by the Reporting Person upon the exercise of stock options as reported in Table II of this Form 4. The expiration date for such options was January 4, 2016. A significant portion of the proceeds from the sale of these shares was used to cover the exercise price and applicable tax withholding, fees, and commissions. The Reporting Person elected to receive the remainder of the proceeds of the sale of the 15,660 shares in the form of cash. Therefore, there was no net increase or reduction in the Reporting Person's share ownership.
2. These shares were acquired by the Reporting Person upon the exercise of stock options as reported in Table II of this Form 4. The expiration date for such options was January 4, 2016. A significant portion of the proceeds from the sale of these shares was used to cover the exercise price and applicable tax withholding, fees, and commissions. The Reporting Person elected to receive the remainder of the proceeds of the sale of the 15,660 shares in the form of cash. Therefore, there was no net increase or reduction in the Reporting Person's share ownership.
3. Balance adjusted to reflect shares acquired through the Wal-Mart Stores, Inc. 2004 Associate Stock Purchase Plan.
4. Balance adjusted to reflect shares acquired through the Walmart 401(k) Plan.
5. The options became exercisable in five equal annual installments beginning on January 5, 2007.
/s/ Geoffrey W. Edwards, By Power of Attorney 11/25/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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